POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE
IN-CONTROL IN CONTROL
The Board of Directors adopted a plan for executive severance, including but not limited to following a change in control, which went into effect on September 1,
2016.2016 and was amended effective January 1, 2020. For further discussion of the executive severance plan, see “Executive Severance and Change in Control Plan” in the “Compensation Discussion and Analysis” section above.
Additionally, the Company’s long-term incentive plans and award agreements provide for the following treatment of awards:
Upon a change in control, stock options and time-based RSU awards that were granted in 2018 or later will vest in full and performance-based RSU or PSU awards will vest at target level and any restrictions on shares underlying the awards shall lapse.
lapse if the employee terminates involuntarily and for good reason within 24 months of the change in control. Awards granted before 2018 do not require a termination of employment in order to vest upon change in control, however, this single trigger provision was eliminated beginning with the 2018 awards and does not apply to any of the grants awardedto the CEO or to seven of the eight executive team members. The awards that continue to vest with the single trigger provision will complete vesting by the end of 2022 and include only the fifth tranche of the 2016 awards and the fourth and fifth tranches of the 2017 awards.
Upon a termination of employment due to death or disability, stock options and time-based RSU awards will vest in full and performance-based RSU awards will vest at target level, without regard to satisfaction of performance targets. In the case of stock options, the vested portion of the option will expire upon the earlier of (i) the first anniversary of the executive’s death or (ii) the option’s expiration date.
For terminations of employment other than by reason of death or disability, any unvested portion of an award shall lapse and be canceled as of the executive’s termination date. In the case of stock options, the vested portion of the option will expire upon the earlier of (i) 90 days after the executive’s termination date or (ii) the option’s expiration date.
Payments upon a Termination Following a Change in Control
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Name | | Severance(1) | | | Pro-Rated Annual Incentive(2) | | | Stock Options(3) | | | RSUs(4) | | | Continued Welfare and Other Benefits(5) | | | Total | |
Charles A. Alutto | | $ | 6,000,000 | | | $ | 241,800 | | | | – | | | $ | 2,282,301 | | | $ | 64,100 | | | $ | 8,588,201 | |
Cindy J. Miller | | | 1,250,000 | | | | – | | | | – | | | | 409,423 | | | | 64,100 | | | | 1,723,523 | |
Daniel V. Ginnetti | | | 1,925,000 | | | | 99,743 | | | | – | | | | 859,170 | | | | 64,100 | | | | 2,948,013 | |
Kurt M. Rogers | | | 1,280,000 | | | | 58,032 | | | | – | | | | 394,858 | | | | 64,100 | | | | 1,796,990 | |
Ruth-Ellen Abdulmassih | | | 1,221,000 | | | | 58,153 | | | | – | | | | 416,211 | | | | 64,100 | | | | 1,759,464 | |
| Cindy J. Miller | | | 6,323,853 | | | 1,821,798 | | | 1,472,533 | | | 7,497,069 | | | 25,000 | | | 17,140,253 | |
| Janet H. Zelenka | | | 2,316,828 | | | 846,529 | | | 365,190 | | | 2,816,254 | | | 52,771 | | | 6,397,572 | |
| Daniel V. Ginnetti | | | 2,012,500 | | | 684,394 | | | 466,001 | | | 2,656,171 | | | 53,794 | | | 5,872,860 | |
| Kurt M. Rogers | | | 1,527,870 | | | 418,865 | | | — | | | 1,903,247 | | | 53,794 | | | 3,903,776 | |
| S. Cory White | | | 1,418,212 | | | 419,137 | | | 83,317 | | | 1,407,330 | | | 52,771 | | | 3,380,767 | |
Payments upon a Termination other than for Cause, Disability or Death (Without a Change in Control)
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Name | | Severance(6) | | | Pro-Rated Annual Incentive(2) | | | Stock Options | | | RSUs | | | Continued Welfare and Other Benefits(5) | | | Total | |
Charles A. Alutto | | $ | 4,000,000 | | | $ | 241,800 | | | | – | | | | – | | | $ | 64,100 | | | $ | 4,305,900 | |
Cindy J. Miller | | | 625,000 | | | | – | | | | – | | | | – | | | | 64,100 | | | | 689,100 | |
Daniel V. Ginnetti | | | 962,500 | | | | 99,743 | | | | – | | | | – | | | | 64,100 | | | | 1,126,343 | |
Kurt M. Rogers | | | 640,000 | | | | 58,032 | | | | – | | | | – | | | | 64,100 | | | | 762,132 | |
Ruth-Ellen Abdulmassih | | | 610,500 | | | | 58,153 | | | | – | | | | – | | | | 64,100 | | | | 732,753 | |
| Cindy J. Miller | | | 4,215,902 | | | 1,821,798 | | | — | | | — | | | 25,000 | | | 6,062,700 | |
| Janet H. Zelenka | | | 1,158,414 | | | 846,529 | | | — | | | — | | | 52,771 | | | 2,057,714 | |
| Daniel V. Ginnetti | | | 1,006,250 | | | 684,394 | | | — | | | — | | | 53,794 | | | 1,744,438 | |
| Kurt M. Rogers | | | 763,935 | | | 418,865 | | | — | | | — | | | 53,794 | | | 1,236,594 | |
| S. Cory White | | | 709,106 | | | 419,137 | | | — | | | — | | | 52,771 | | | 1,181,014 | |
(1)
| In accordance with the Executive Severance andChange-in-Control Change in Control Plan (the “Executive Severance Plan”), amounts in this column represent severance payments equal to three times for Mr. AluttoMs. Miller and two times for the other named executive officers the sum of the executive officer’s base salary and target annual incentive incentive. |
(2)
| In accordance with the Executive Severance Plan, the executive will receive a prorated annual incentive for the year in which the termination occurs, calculated based on actual performance during the year. |